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HomeMy WebLinkAboutHHIV Action by Unanimous Consent of Directors (1)Hamlet Homes IV Corporation. a Utah corporation Action by Unanimous Consent of Directors in Lieu of Organizational Meeting July 15, 2020 As authorized by Section 16-10a-205 and 821 of the Utah Revised Business Corporation Act (the "Act"), the members of the Board of Directors (the "Board") of [Hamlet Newco], Inc., a Utah corporation (the "Corporation"), hereby unanimously adopt the following resolutions and consent to the actions set forth in such resolutions in lieu of an organizational meeting of the Board. 1. Articles of Incorporation RESOLVED FURTHER: That the Articles of Incorporation, whereby the Corporation is formally registered as such with the Utah Division of Corporations and Commercial Code (the "Division"), are hereby affirmed and approved, and a copy thereof is to be placed in the Record Book of the Corporation. RESOLVED FURTHER: That Barry Gittleman is hereby authorized and appointed to file the Articles of Incorporation with the Division. 2. Bylaws RESOLVED: That the Bylaws of the Corporation, having been submitted to and reviewed by the Board, are hereby approved and adopted. RESOLVED FURTHER: That a copy of the Bylaws is to be placed in the Record Book of the Corporation and maintained at the principal office of the Corporation in compliance with the Act. RESOLVED FURTHER: That, as provided in Article 3 of the Bylaws as adopted, the authorized number of directors of the Corporation shall be set at three (3) until such time as the Board shall adopt a resolution changing the authorized number of directors. 3. Record Book: General Records RESOLVED: That the Corporation shall maintain, or shall cause to be maintained, as part of its corporate records a book entitled "Record Book" in which it shall maintain: (i) a copy of the Articles of Incorporation as currently in effect; (ii) a copy of its Bylaws as currently in effect; (iii) minutes of all meetings of its directors and of its stockholders; (iv) a record of all actions taken by the Board or stockholders with or without a meeting; (v) a record of all actions taken on behalf of the Corporation by a committee of the Board Hamlet Homes IV Corporation. Page 1 of 5 Action by Unanimous Consent of Directors in Lieu of Org. Mtg. in place of the Board; and (vi) a record of all waivers of notices of meetings of stockholders, meetings of the Board, or any meetings of committees of the Board. RESOLVED FURTHER: That the Corporation shall cause to be maintained in the Record Book or elsewhere, all other records required to be maintained by the Bylaws and the Act. 4. No Share Certificates: Information Statement RESOLVED: That the Corporation elects to issue shares without certificates as permitted by the Act and, in lieu of certificates, the Corporation will issue non-negotiable information statements (each a "Statement") to the shareholders setting forth the name of the shareholder, number of shares issued shareholder, applicable class of issued shares, transfer restrictions, and any other relevant information as determined by the Board. RESOLVED FURTHER: That the form of Statement presented to the Board is approved and adopted as the form to be used by the Corporation. 5. Election and Authority of Officers RESOLVED: That the following persons are hereby elected as officers of the Corporation to the offices indicated, to serve at the pleasure of the Board or until their successors are duly elected and qualified, provided that the terms under which each officer serves may be varied by an express written agreement between the officer and the Corporation, which agreement shall be controlling. Office Name President and CEO Barry Gittleman Vice President and COO Jonathan Southern Vice President and Secretary Phillip Mosher Vice President and CFO Elliott Jenkins RESOLVED FURTHER: That the officers shall have the duties and authorities set forth in the Bylaws of the Corporation or, to the extent not inconsistent with the Bylaws, the duties prescribed by the Board or by an officer authorized by the Board to prescribe the duties of such other officers. 6. Issuance of Shares RESOLVED: That the officers of the Corporation are authorized, for and on behalf of the Corporation, to sell and issue a total of 1,500,000 shares of the Corporation's Common Stock in connection with the initial capitalization of the Corporation to the persons and in the amounts set forth as follows: Hamlet Homes IV Corporation. Page 2 of 5 Action by Unanimous Consent of Directors in Lieu of Org. Mtg. 7. 8. Hamlet Newcol, Inc. Shareholder Number of Shares Barry Gittleman 525,000 Shares Phillip Mosher 325,000 Shares Elliot Jenkins 325,000 Shares Jon Southern 325,000 Shares TOTAL OUTSTANDING SHARES 1,500,000 Shares RESOLVED FURTHER: That the sale and issuance of the referenced shares shall be conditioned upon Corporation's receipt of the agreed -upon purchase price for said shares. RESOLVED FURTHER: That the shares issued and sold by the Corporation as provided herein shall, upon the Corporation's receipt of the purchase price, be duly and validly issued, fully paid and non -assessable. RESOLVED FURTHER: That the appropriate officers of the Corporation, in consultation with legal counsel, are hereby authorized to take any actions they determine to be necessary or appropriate to effect the issuance of shares as referenced in the preceding resolutions, in compliance with all applicable laws and regulations, to issue information statements reflecting the shares issued, and to otherwise carry out the intent of these resolutions. RESOLVED FURTHER: That the offer and sale of shares as described above shall be subject to, and conducted in compliance with, all applicable state and federal securities laws. Banking RESOLVED: That the Board is authorized to establish on behalf of the Corporation, in accordance with resolutions adopted from time to time by the Board, such banking, borrowing or other financial arrangements as the Board may determine to be necessary or desirable, including arrangements with respect to establishing and maintaining checking and savings accounts, borrowing funds, establishing lines of credit and issuing corporate guarantees. Fiscal and Accounting Year Hamlet Homes IV Corporation. Page 3 of 5 Action by Unanimous Consent of Directors in Lieu of Org. Mtg. V1 10. RESOLVED: that unless otherwise determined by the Board, the fiscal and accounting year of the Corporation shall end on December 31 S' of each year. Qualifications in Other Jurisdictions RESOLVED: That for the purpose of authorizing the Corporation to do business in any state, territory or dependency of the United States or any foreign country in which it is necessary or expedient for the Corporation to transact business, the proper officers of the Corporation are hereby authorized to appoint and substitute all necessary agents or attorneys for service of process, to designate and change the location of all necessary statutory offices to make and file all necessary certificates, reports, powers of attorney and other instruments as may be required by the laws of such state, territory, dependency or country to authorize the Corporation to transact business therein, and to take any other actions they may determine to be appropriate to qualify the Corporation to transact business in such jurisdictions. Whenever it is expedient for the Corporation to cease doing business in any jurisdiction and withdraw therefrom, the proper officers are authorized and directed to revoke any appointment of agent or attorney for service of process, and to file such certificates, reports, revocations of appointment or surrenders of authority as maybe necessary to terminate the authority of the Corporation to do business in any such jurisdiction. Employee Tax Identification Number RESOLVED: That the officers of the Corporation are authorized to take all necessary steps to update the records of the Internal Revenue Service to ensure that the Employer's Identification Number associated with the Corporation in its prior limited liability company form continues to be associated with the Corporation. Additional Filings; Officer Authority RESOLVED: That the officers of the Corporation are authorized to execute and deliver such filings, applications, documents and instruments, and to take such further action as such officers deem necessary or advisable to: obtain licenses, authorizations and permits as may be necessary to the conduct of the Corporation's business; fulfill any and all legal requirements applicable to the Corporation and its business; complete the organization of the Corporation and carry into effect the purposes and intent of the foregoing resolutions. [Signatures begin on following page] Hamlet Homes IV Corporation. Page 4 of 5 Action by Unanimous Consent of Directors in Lieu of Org. Mtg. THIS ACTION BY UNANIMOUS CONSENT OF SHAREHOLDERS IN LIEU OF ORGANIZATIONAL MEETING may be signed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument, and shall be considered effective as of the date first set forth above. Hamlet Homes IV Corporation. Page 5 of 5 Action by Unanimous Consent of Directors in Lieu of Org. Mtg.